Joint Venture Agreement Amendments

The instructions below to help you understand the terms of your joint venture agreement change. 2.12. Article XII, the second sentence, is deleted in its entirety and by the phrase “In addition, no joint venture may give in or mortgage its interest in profit distributions or its put options as collateral; with the exception of Roy`s commitment to First Hawaiian Bank, which secures a $1,000,000 loan, a commitment from Roy to the financial institution guaranteed by Outback or OSI pursuant to Section 4.1, and a commitment by Roy to Outback to secure commitments to Outback under outback financing guarantee agreements pursuant to Section 4.1. All of the changes described here are only gradually taking effect from the effect of Yahoo!`s first Japanese offer signed on a main exchange in Japan (a qualified IPO), which results in Yahoo! owning no less than one-third of Yahoo!`s voting rights (provided all shares are reserved for the employee pool). CONSIDERING that Roy`s and Outback entered into this joint venture agreement of June 17, 1999 (the “agreement”) under which a Joint Venture in Florida was established under the name “Roy`s/Outback Joint Venture”); and the parties recognize that certain essential long-term obligations are imposed on the joint venture, including, but not exclusively, the obligations of leaseholders in the context of leases of restoration properties; However, provided that the joint venture does not borrow money and borrow debts for loans other than loans from Outback or its related companies for restaurant equipment. Roy`s and Outback agree that Roy`s and Outback are responsible, proportionally to third parties, for a percentage of the outstandings of such an obligation corresponding to the percentage of the joint venture with respect to each commitment of the joint venture, including, but not limited to, liability under a lease agreement. Roy`s and Outback are not jointly responsible for a commitment. You can use an amendment to clarify the parties` approval. Alternatively, a change in the business climate or local laws may have made you rethink clauses that seemed reasonable in the development but have since become unworkable. Instead of allowing the parties to be bound by an outdated or inseplaced agreement, the amendments allow treaties to take into account the evolving interests and priorities of the signatory parties. The process of change itself allows for an ongoing dialogue between the parties, a fact that develops and consolidates fruitful commercial relations. CONSIDERANT that the parties intend to better reflect the intent of the parties at the time of the creation of the joint venture and reflect the agreed changes to Outback and its parent company Outback Steakhouse, Inc.

(“OSI”) to secure a US$12,000,000 revolving line of credit issued by Wachovia Bank (the “line of credit”); This agreement will be concluded on September 17, 1997 by and between Softbank Corporation, a Japanese company (Softbank), and Yahoo! Inc., a California-based company (Yahoo!), to propose subsequent changes to the April 1, 1996 joint venture agreement between Softbank and Yahoo!.

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